UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
For the quarterly period ended September 25, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
Commission File Number 0-13782
CAMBRIDGE ADVANTAGED
PROPERTIES LIMITED PARTNERSHIP
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3228969
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
- ---------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)421-5333
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------- -------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
------- --------
PART I - Financial Information
Item 1. Financial Statements
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
============ ============
September 25, March 25,
2004 2004
------------ ------------
ASSETS
Property and equipment - less
accumulated depreciation of
$3,599,519 and $3,487,890,
respectively $ 3,306,234 $ 3,347,387
Property and equipment -
held for sale - less accumulated
depreciation of $1,145,456 and
$1,145,456, respectively 1,281,459 1,281,404
Cash and cash equivalents 806,950 864,630
Cash - restricted for tenants'
security deposits 100,944 208,827
Mortgage escrow deposits 2,499,413 2,337,548
Prepaid expenses and other assets 403,053 391,986
------------ ------------
Total assets $ 8,398,053 $ 8,431,782
============ ============
2
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
============ ============
September 25, March 25,
2004 2004
------------ ------------
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable $ 2,571,404 $ 2,664,025
Purchase Money Notes payable
(Note 2) 2,009,344 2,009,344
Due to selling partners (Note 2) 5,694,863 5,518,708
Accounts payable, accrued
expenses and other liabilities 79,675 139,811
Tenants' security deposits payable 83,656 83,420
Due to general partners of
subsidiaries and their affiliates 32,400 32,400
Due to general partners and
affiliates 4,975,004 4,356,934
------------ ------------
Total liabilities 15,446,346 14,804,642
------------ ------------
Minority interest (124,730) (100,375)
------------ ------------
Commitments and contingencies
(Note 5)
Partners' deficit:
Limited partners (6,316,803) (5,672,236)
General partners (606,760) (600,249)
------------ ------------
Total partners' deficit (6,923,563) (6,272,485)
------------ ------------
Total liabilities and partners' deficit $ 8,398,053 $ 8,431,782
============ ============
See accompanying notes to consolidated financial statements.
3
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
========================== ==========================
Three Months Ended Six Months Ended
September 25, September 25,
-------------------------- --------------------------
2004 2003 2004 2003
-------------------------- --------------------------
Revenues:
Rentals, net $ 376,204 $ 723,289 $ 753,051 $ 1,420,450
Other 43,721 50,831 90,971 108,247
Gain on sale
of properties
(Note 4) 0 6,903,614 0 6,903,614
----------- ----------- ----------- -----------
Total revenues 419,925 7,677,734 844,022 8,432,311
----------- ----------- ----------- -----------
Expenses
Administrative
and management 48,430 241,294 128,998 407,573
Administrative
and management-
related parties
(Note 3) 337,201 338,139 669,285 676,321
Operating 69,177 113,356 143,971 269,571
Repairs and
maintenance 44,453 157,631 143,711 308,860
Taxes and insurance 66,133 132,198 136,975 246,800
Interest 82,010 80,948 158,810 249,839
Depreciation 57,333 53,672 111,629 107,344
----------- ----------- ----------- -----------
Total expenses 704,737 1,117,238 1,493,379 2,266,308
----------- ----------- ----------- -----------
Net (loss) income
before minority
interest (284,812) 6,560,496 (649,357) 6,166,003
Minority interest
in (income) loss of
subsidiaries (1,173) 126,427 (1,721) 125,123
----------- ----------- ----------- -----------
Net (loss) income $ (285,985) $ 6,686,923 $ (651,078) $ 6,291,126
=========== =========== =========== ===========
Limited Partners
Share:
Net (loss) income $ (283,125) $ 6,620,054 $ (644,567) $ 6,228,215
=========== =========== =========== ===========
Number of units
outstanding 12,074 12,074 12,074 12,074
=========== =========== =========== ===========
Net (loss) income per
limited partner unit $ (23) $ 548 $ (53) $ 516
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
4
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
==============================================
Limited General
Total Partners Partners
----------------------------------------------
Balance -
March 26, 2004 $(6,272,485) $(5,672,236) $ (600,249)
Net loss (651,078) (644,567) (6,511)
----------- ----------- -----------
Balance -
September 25, 2004 $(6,923,563) $(6,316,803) $ (606,760)
=========== =========== ===========
See accompanying notes to consolidated financial statements.
5
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
===========================
Six Months Ended
September 25,
---------------------------
2004 2003
---------------------------
Cash flows from operating activities:
Net (loss) income $ (651,078) $ 6,291,126
----------- -----------
Adjustments to reconcile net (loss) income
to net cash provided by operating
activities:
Gain on sale of properties (Note 4) 0 (6,903,614)
Depreciation 111,629 107,344
Minority interest in income (loss) of
subsidiaries 1,721 (125,123)
Decrease (increase) in cash-restricted
for tenants' security deposits 107,883 (2,636)
Decrease (increase) in mortgage escrow
deposits 65,043 (143,506)
(Increase) decrease in prepaid expenses
and other assets (11,067) 43,106
Increase in due to selling partners 176,155 255,851
(Decrease) increase in accounts payable,
accrued expenses and other liabilities (60,136) 39,707
Increase in tenants' security deposits
payable 236 860
Increase in due to general partners
and their affiliates 618,070 438,455
----------- -----------
Total adjustments 1,009,534 (6,289,556)
----------- -----------
Net cash provided by operating activities 358,456 1,570
----------- -----------
6
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
(continued)
===========================
Six Months Ended
September 25,
---------------------------
2004 2003
---------------------------
Cash flows from investing activities:
Proceeds from sale of properties (Note 4) 0 89,212
Acquisitions of property and
equipment (70,531) (2,892)
Increase in mortgage escrow deposits (226,908) (71,854)
----------- -----------
Net cash (used in) provided by investing
activities (297,439) 14,466
----------- -----------
Cash flows from financing activities:
Principal payments of mortgage
notes payable (92,621) (150,870)
Decrease in capitalization of
minority interest (26,076) (26,076)
----------- -----------
Net cash used in financing activities (118,697) (176,946)
----------- -----------
Net decrease in cash
and cash equivalents (57,680) (160,910)
Cash and cash equivalents -
beginning of period 864,630 1,224,252
----------- -----------
Cash and cash equivalents -
end of period $ 806,950 $ 1,063,342
=========== ===========
7
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Unaudited)
(continued)
===========================
Six Months Ended
September 25,
---------------------------
2004 2003
---------------------------
Summarized below are the components
of the gain on sale of properties:
Decrease in property and equipment,
and property and equipment-held
for sale $ 0 $ 1,187,032
Decrease in cash - restricted for tenants'
security deposits 0 38,778
Decrease in mortgage escrow deposits 0 707,773
Decrease in prepaid expenses and
other assets 0 62,294
Decrease in due to selling partners 0 (4,823,433)
Decrease in accounts payable,
accrued expenses and other liabilities 0 (103,793)
Decrease in tenant's security deposits
payable 0 (36,489)
Decrease in mortgage notes payable 0 (2,155,329)
Decrease in due to general partners and
affiliates 0 (64,655)
Decrease in Purchase Money Note
payable 0 (1,626,580)
See accompanying notes to consolidated financial statements.
8
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2004
(Unaudited)
Note 1 - General
The consolidated financial statements for the six months ended September 25,
2004 and 2003 include the accounts of Cambridge Advantaged Properties Limited
Partnership (the "Partnership") and two and four subsidiary partnerships,
respectively ("subsidiaries," "subsidiary partnerships" or "Local
Partnerships"). The Partnership is a limited partner, with an ownership interest
of 98.99% in each of the subsidiary partnerships. Through the rights of the
Partnership and/or an affiliate of one of its general partners (a "General
Partner"), which affiliate has a contractual obligation to act on behalf of the
Partnership to remove the general partner of the subsidiary partnerships (the
"Local General Partner") and to approve certain major operating and financial
decisions, the Partnership has a controlling financial interest in the
subsidiary partnerships. As of September 25, 2004, the Partnership has sold
fifty-nine of its sixty-one original investments.
For financial reporting purposes, the Partnership's fiscal quarter ends
September 25. All subsidiaries have fiscal quarters ending June 30. Accounts of
the subsidiary partnerships have been adjusted for intercompany transactions
from July 1 through September 25. The Partnership's fiscal quarter ends on
September 25 in order to allow adequate time for the subsidiaries' financial
statements to be prepared and consolidated. The books and records of the
Partnership are maintained on the accrual basis of accounting, in accordance
with U.S. generally accepted accounting principles ("GAAP").
All intercompany accounts and transactions have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions and cash
distributions to the minority interest partners.
Losses attributable to minority interests which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. No such losses
have been charged to the Partnership for the three and six months ended
September 25, 2004 and 2003. The Partnership's investment in each subsidiary is
equal to the respective subsidiary's partners' equity less minority interest
capital, if any. In consolidation, all subsidiary partnership losses are
9
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2004
(Unaudited)
included in the Partnership's capital account except for losses allocated to
minority interest capital.
The unaudited financial statements have been prepared on the same basis as the
audited financial statements included in the Partnership's Annual Report on Form
10-K for the year ended March 25, 2004. In the opinion of the General Partners,
the accompanying unaudited financial statements contain all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial position of the Partnership as of September 25, 2004, the results
of operations for the three and six months ended September 25, 2004 and 2003 and
cash flows for the six months ended September 25, 2004 and 2003, respectively.
However, the operating results for the six months ended September 25, 2004 may
not be indicative of the results for the year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with GAAP have been omitted. It is suggested
that these consolidated financial statements should be read in conjunction with
the financial statements and notes thereto included in the Partnership's Annual
Report on Form 10-K for the year ended March 25, 2004.
Note 2 - Purchase Money Notes Payable
Nonrecourse Purchase Money Notes (the "Purchase Money Notes") were issued to the
selling partners of the subsidiary partnerships as part of the purchase price,
and are secured only by the Partnership's interest in the subsidiary
partnerships to which the Purchase Money Note relates. As of September 25, 2004,
two subsidiary partnerships' Purchase Money Notes totaling approximately
$7,704,000, which includes approximately $5,695,000 of interest, remain
outstanding.
There were no distributions made to the Partnership for the six months ended
September 25, 2004 and 2003, and no payments of principal or interest were made
on the Purchase Money Notes.
10
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2004
(Unaudited)
Note 3 - Related Party Transactions
The costs incurred to related parties for the three and six months ended
September 25, 2004 and 2003 were as follows:
Three Months Ended Six Months Ended
September 25, September 25,
-------------------- --------------------
2004 2003 2004 2003
-------------------- --------------------
Partnership
management fees (a) $285,500 $285,500 $571,000 $571,000
Expense
reimbursement (b) 26,094 26,186 47,070 52,414
Local administrative
fee (c) 1,000 2,500 2,000 5,000
-------- -------- -------- --------
Total general and
administrative-
General Partners 312,594 314,186 620,070 628,414
-------- -------- -------- --------
Property
management fees
incurred to affiliates
of the subsidiary
partnerships' general
partners (d) 24,607 23,953 49,215 47,907
-------- -------- -------- --------
Total general and
administrative-related
parties $337,201 $338,139 $669,285 $676,321
======== ======== ======== ========
(a) After all other expenses of the Partnership are paid, an annual partnership
management fee of up to .5% of invested assets is payable to the Partnership's
General Partners and affiliates. Partnership management fees owed to the General
Partners amounting to approximately $4,987,000 and $4,416,000 were accrued and
unpaid as of September 25, 2004 and March 25, 2004, respectively. Without the
General Partner's continued allowance of accrual without payment of certain fees
and expense reimbursements, the Partnership will not be in a position to meet
its obligations. The General Partners have continued allowing the accrual
without payment of these amounts but are under no obligation to continue to do
11
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2004
(Unaudited)
so. Proceeds received from future sales will be used to pay any outstanding
amounts due to the General Partners.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the partnership agreement. Expense
reimbursements owed to the General Partners amounting to approximately $104,000
and $57,000 were accrued and unpaid as of September 25, 2004 and March 25, 2004,
respectively.
(c) C/R Special Partnership, the special limited partner, owning a .01%
interest, is entitled to receive a local administrative fee of up to $2,500 per
year from each subsidiary partnership.
(d) The subsidiary partnerships have entered into management agreements of which
some are with affiliates of the subsidiaries' general partners, which require
annual fees ranging from approximately 6% to 10% of gross rental revenues. Such
management fees amounted to $24,607 and $23,953 and $49,215 and $47,907 for the
three and six months ended September 25, 2004 and 2003, respectively.
Note 4 - Sale of Properties
General
- -------
The Partnership is currently in the process of disposing of its investments. As
of September 25, 2004, the Partnership has disposed of fifty-nine of its
sixty-one original investments. One investment is listed for sale and the
Partnership anticipates that the remaining investment will be liquidated
sometime during 2005. There can be no assurance as to whether or not the
Partnership will achieve this goal. Furthermore, there can be no assurance that
any proceeds will be realized based on the historical operating results of the
Local Partnerships and the current economic conditions. Moreover, the Local
General Partners and holders of the Purchase Money Notes generally have
decision-making rights with respect to the sale of each property which makes it
more cumbersome for the General Partners to cause a sale of the Partnership's
investment in each property.
12
CAMBRIDGE ADVANTAGED PROPERTIES
LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 25, 2004
(Unaudited)
Information Regarding Dispositions
- ----------------------------------
On June 30, 2003 the Partnership's Limited Partnership Interest in Cabarras Arms
Associates ("Cabarras") was sold to the Purchase Money Note holder for $30,000,
resulting in a loss in the amount of approximately $92,000. The Partnership was
released from the associated Purchase Money Note and accrued interest thereon,
which had a total outstanding balance of approximately $2,415,000, resulting in
a gain of such amount.
On June 30, 2003, the Partnership's Limited Partnership Interest in Hathaway
Court Associates ("Hathaway") was sold to the Purchase Money Note holder for
$60,000, resulting in a gain in the amount of approximately $545,000. The
Partnership was released from the associated Purchase Money Note and accrued
interest thereon, which had a total outstanding balance of approximately
$4,035,000, resulting in an additional gain of such amount.
Note 5 - Commitments and Contingencies
Except as described in Note 4, there were no material changes and/or additions
to disclosures regarding the subsidiary partnerships which were included in the
Partnership's Annual Report on Form 10-K for the period ending March 25, 2004.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary sources of funds are the cash distributions from
operations of the Local Partnerships in which the Partnership has invested and
net proceeds from sales. These sources are available to meet obligations of the
Partnership. However, the cash distributions received from the Local
Partnerships to date have not been sufficient to meet all such obligations of
the Partnership. Accordingly, certain fees and expense reimbursements owed to
the General Partners amounting to approximately $4,969,000 and $4,351,000, were
accrued and unpaid as of September 25, 2004 and March 25, 2004, respectively.
Without the General Partners' continued allowance of accrual with partial
payment of the partnership management fees, the Partnership will not be in a
position to meet its obligations. The General Partners have continued allowing
the accrual with partial payment of the partnership management fees, but are
under no obligation to do so. Net proceeds and distributions received from
future sales of the Partnership's investments will be used to pay any
outstanding amounts due to the General Partners.
There were no distributions made to the Partnership for the six months ended
September 25, 2004 and 2003, respectively, and no payments of principal or
interest were made on the Purchase Money Notes.
During the six months ended September 25, 2004, cash and cash equivalents of the
Partnership and its consolidated Local Partnerships decreased approximately
$58,000. This decrease was due to acquisitions of property and equipment
($71,000), principal payment of mortgage notes payable ($93,000), an increase in
mortgage escrow deposits relating to investing activities ($227,000) and a
decrease in capitalization of minority interest ($26,000), which exceeded cash
provided by operating activities ($358,000). Included in the adjustments to
reconcile the net loss to cash provided by operating activities is depreciation
($112,000).
For a discussion of Purchase Money Notes Payable, see Note 2 to the financial
statements.
For a discussion of the sale of properties in which the Partnership owns direct
and indirect interests, see Note 4 to the financial statements.
Even though sales have resulted in net gains for tax purposes, the net sales
proceeds have not been sufficient to permit any significant distributions to
investors after payment of all or a portion of the Purchase Money Notes.
Therefore, investors should not expect that they will receive distributions
sufficient to pay taxes incurred as a result of such sales.
14
Management is not aware of any trends or events, commitments or uncertainties
which have not been otherwise disclosed, that will or are likely to impact
liquidity in a material way. Management believes the only impact would be from
laws that have not yet been adopted. Due to the sale of properties, the
portfolio is not diversified by the location of the properties around the United
States. The Partnership has two properties remaining and therefore the
Partnership may not be protected against a general downturn in the national
economy.
Critical Accounting Policies
- ----------------------------
In preparing the consolidated financial statements, management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the consolidated
financial statements. The summary should be read in conjunction with the more
complete discussion of the Company's accounting policies included in Note 2 to
the consolidated financial statements which are included in the Partnership's
Annual Report on Form 10-K for the year ended March 25, 2004.
a) Property and Equipment
Property and equipment to be held and used are carried at cost, which includes
the purchase price, acquisition fees and expenses, and any other costs incurred
in acquiring the properties. The cost of property and equipment is depreciated
over their estimated useful lives using accelerated and straight-line methods.
Expenditures for repairs and maintenance are charged to expense as incurred;
major renewals and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are eliminated from the assets and accumulated depreciation
accounts and the profit or loss on such disposition is reflected in earnings.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss
on impairment of assets is recorded when management estimates amounts
recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value.
b) Income Taxes
No provision has been made for income taxes in the accompanying consolidated
financial statements since such taxes, if any, are the responsibility of the
15
individual partners. For income tax purposes, the Partnership has a fiscal year
ending December 31.
Results of Operations
- ---------------------
On June 30, 2003, the Partnership sold its Local Partnership Interest in
Cabarrus and Hathaway (collectively the "Sold Assets").
Rental income decreased approximately 48% and 47% for the three and six months
ended September 25, 2004 as compared to 2003. Excluding the Sold Assets, rental
income decreased approximately 3% and 1% for the three and six months ended
September 25, 2004 as compared to 2003, primarily due to decreases in occupancy
at one Local Partnership.
Other income decreased approximately $7,000 and $17,000 for the three and six
months ended September 25, 2004 as compared to 2003, primarily due to decreases
relating to the Sold Assets.
Total expenses, excluding the Sold Assets, administrative and management and
repairs and maintenance, remained consistent with an increase (decrease) of
approximately 3% and (1%) for the three and six months ended September 25, 2004
as compared to the corresponding periods in 2003.
Administrative and management decreased approximately $193,000 and $279,000 for
the three and six months ended September 25, 2004 as compared to 2003. Excluding
the Sold Assets, administrative and management decreased approximately $115,000
and $119,000 primarily due to the write off of old receivables in 2003 and
increased professional fees related to the sale of properties in 2003 at the
Partnership level.
Repairs and maintenance decreased approximately $113,000 and $165,000 for the
three and six months ended September 25, 2004 as compared to 2003. Excluding the
Sold Assets, repairs and maintenance decreased approximately $44,000 and $21,000
primarily due to one Local Partnership capitalizing major repairs on a quarterly
basis that were previously capitalized annually.
Operating, taxes and insurance and interest (decreased) increased approximately
($44,000) and ($126,000), ($66,000) and ($110,000) and $1,000 and ($91,000) for
the three and six months ended September 25, 2004 as compared to 2003, primarily
due to the Sold Assets.
Gain on sale of properties will continue to fluctuate as a result of the
disposition of investments in properties (see Note 4 of the financial
statements).
16
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Partnership does not have any market risk sensitive instruments.
Item 4. Controls and Procedures
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Chief Executive
Officer and Chief Financial Officer of the Assisted Housing Associates Inc., the
Related Beta Corporation and Cambridge/Related Associates Limited Partnership,
the general partners of the Partnership, has evaluated the effectiveness of the
Partnership's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), as of the end of the period covered by this report.
Based on such evaluation, such officer has concluded that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.
(b) INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any changes
in Partnership's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Partnership's internal control over
financial reporting.
17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3) Amended and Restated Agreement and Certificate of Limited
Partnership as filed with the Secretary of the Commonwealth of the
Commonwealth of Massachusetts.**
(10a) Form of Escrow Agreement.**
(31.1) Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
(31.2) Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Title 18 of the United States Code (18 U.S.C.
1350).
** Incorporated by reference to exhibits filed with Amendment No. 1
to Cambridge Advantaged Properties L.P.'s Registration Statement
on Form S-11 Registration File No. 2-91993.
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBRIDGE ADVANTAGED
PROPERTIES LIMITED PARTNERSHIP
(Registrant)
By: Related Beta Corporation,
a General Partner
Date: October 29, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Director and President
(Chief Executive Officer and
Chief Financial Officer)
Date: October 29, 2004
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(Chief Accounting Officer)
By: ASSISTED HOUSING ASSOCIATES,
INC., a General Partner
Date: October 29, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Director and President
(Chief Executive Officer and
Chief Financial Officer)
Date: October 29, 2004
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(Chief Accounting Officer)
By: CAMBRIDGE AND RELATED ASSOCIATES
LIMITED PARTNERSHIP
By: Related Beta Corporation,
Date: October 29, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes,
Director and President
(Chief Executive Officer and
Chief Financial Officer)
Date: October 29, 2004
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps,
Treasurer
(Chief Accounting Officer)
Exhibit 31.1
CERTIFICATION PURSUANT
TO RULE 13a-14(a) OR RULE 15d-14(a)
I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of
Related Beta Corporation (general partner of each of the Partnership and
Cambridge and Related Associates, General Partners of the Partnership) and
Assisted Housing Associates, Inc. (general partner of the Partnership), hereby
certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period ending
September 25, 2004 of the Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Partnership as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f)) for the Partnership and I have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Partnership, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report was being
prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; and
c) evaluated the effectiveness of the Partnership's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of
the period covered by this quarterly report based on such evaluation; and
d) disclosed in this quarterly report any change in the Partnership's
internal control over financial reporting that occurred during the period
ending September 25, 2004 that has materially affected, or is reasonably
likely to materially affect, the Partnership's internal control over
financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Partnership's auditors and to the boards
of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the Partnership's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
controls over financial reporting.
Date: October 29, 2004
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By: /s/ Alan P. Hirmes
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Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) OR RULE 15d-14(b) AND
SECTION 1350
OF TITLE 18 OF THE UNITED STATES
CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Cambridge Advantaged Properties
Limited Partnership (the "Partnership") on Form 10-Q for the period ending
September 25, 2004 as filed with the Securities and Exchange Commission ("SEC")
on the date hereof (the "Report"), I, Alan P. Hirmes, Chief Executive Officer
and Chief Financial Officer of Related Beta Corporation (general partner of each
of the Partnership and Cambridge and Related Associates, general partner of the
Partnership) and Assisted Housing Associates, Inc. (general partner of the
Partnership), certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
A signed original of this written statement required by Section 906 has been
provided to the Partnership and will be retained by the Partnership and
furnished to the SEC or its staff upon request.
By: /s/ Alan P. Hirmes
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Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
October 29, 2004